<PAGE>   1
                                  EXHIBIT 10.13


                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT CONTRACT AGREEMENT ("Agreement") is made effective as of the 1st
day of June, 1997, between American HealthChoice (Texas), Inc., a Texas
corporation, (hereinafter called the "Company"), and Dr. J. Wes Stucki
(hereinafter called the "Employee").

                                   WITNESSETH

        WHEREAS, the Company owns and operates various health care service
businesses (all such businesses hereinafter being referred to collectively as
the "Business"); and

        WHEREAS, The company desires to employ the Employee upon the terms and
conditions hereinafter set forth, and the Employee desires to accept employment
with the Company and render services to the Company on such terms and
conditions;

        NOW, THEREFORE, in consideration of the covenants and agreements herein
made, the parties hereto agree as follows:

A.   Recitals: The above recitals are incorporated by reference herein and made
     a part thereof as if set forth herein verbatim.

B.   Employment: The Company hereby employs Employee, and Employee hereby
     accepts employment with the Company, to serve as the Chief Executive
     Officer of the Company. The Employee's duties shall include, but not be
     limited to those duties of a Chief Executive and such other duties as the
     Company may from time to time reasonably direct.

C.   Term and Duties

      1.   The period of Employee's employment under this Agreement shall be
           deemed to have commenced as of the date first above written and shall
           continue for a period of three (3) years thereafter.

      2.   During the period of employment hereunder and except for illness,
           reasonable vacation periods and reasonable leaves of absence, the
           Employee shall devote the Employee's time, attention, skill and
           efforts to the faithful performance of the Employee's duties
           hereunder and the furtherance of the Company's business.

D.   Compensation

       1.     For all services rendered by Employee hereunder, Employer shall
              pay Employee base salary of two hundred and fifty thousand,
              ($250,000.00) per year, payable in equal installments at the same
              intervals as other Company employees. Deductions shall be made
              from Employee's compensation for social security, withholding tax
              and such other taxes as may from time to time be required by
              governmental authorities.

       2.     Employee at the beginning of each year of employment, shall
              receive 50,000 shares of the Company common stock, issued with a
              "Rule 144" restrictive legend.

       3.     Employee shall receive five hundred thousand (500,000) stock
              options, with an exercise term of five years, of the Company
              common stock, issued under a S-8 Company Executive Stock Bonus
              Plan, at an exercise price of two dollars and thirty four cents
              ($2.34) per share, upon the occurrence of any of the following
              events:

              a.     The Company reports three consecutive quarters of profit in
                     accordance with Generally Accepted Accounting Principles
                     (GAAP) less all financing costs associated with any
                     raise(s) of capital; or


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              b.     If any of the events take place under Section G herein.

       4.     Employee shall be considered for bonus compensation annually from
              time to time based upon the overall performance and financial
              condition of the Company and in particular those areas of the
              Company's business operations for which the Employee has primary
              responsibility. Such bonus amounts shall be determined by the
              Company's Compensation Committee (the "Committee").

       5.     If the Clinics sustain cash losses, less non cash costs for
              financing, interest charges, etc., of over one million five
              hundred thousand ($1,500,000.00) in fiscal year 1998, based on
              Clinics owned by Company on January 1, 1998, the Board shall have
              the right to adjust compensation under items one and two above.

       6.     Employee is encouraged, from time to time, to incur reasonable
              expenses in promoting the business of the Company, provided that
              the business name and logo are used, all in accordance with the
              directives of the Company's Board of Directors. Such expenses
              include, but are not limited to, expenses for travel,
              entertainment and miscellaneous expenses incurred in the conduct
              of the business of the Company. Employee shall be entitled to
              reimbursement from the Company for such expenses upon submission
              of proper documentation therefor.

       7.     The Company is obligated to file any necessary S-8 registration
              statements to effectuate the above compensation.

E. Benefits

       1.     At such reasonable times as the Company shall, in its discretion,
              permit Employee shall be entitled, without loss of pay, up to 30
              business days per calendar year of combined vacation, personal,
              sick, and holiday leave. Such leave shall be taken in such a
              manner and at such times as shall be agreed upon by Employee and
              the Company, subject to the following conditions:

                  a.   All leaves shall be scheduled in a reasonable manner by
                       the Employee with reasonable prior notice to the Company.
                       Employee is responsible for ensuring appropriate
                       supervision of those areas of the business for which the
                       Employee has primary responsibility during such leaves.

                  b.   Unused time off shall accrue or carry over from one
                       calendar year to the next only up to 36 months, provided
                       that Employee shall be entitled to compensation (at the
                       Employee's normal per them rate) for unused time off.

         2.    So long as group health insurance is generally available in the
               marketplace, and subject to such exclusions and underwriting
               conditions as the insurer may impose as to Employee, the Company
               shall pay the cost of group health insurance for the Employee and
               his dependents. The insurance provided for Employee shall be the
               same as that provided for all other employees of the Company, as
               the same may be modified from time to time. This Agreement does
               not guarantee Employee's insurability; rather; it merely requires
               the Company to pay for the Employee's insurance on the same basis
               as for other employees of the Company so long as it is
               commercially available, until termination thereof.

         3.    So long as the Company shall have a 401(k) and/or any other
               deferred compensation plan, Employee shall be entitled to
               participate in all such deferred compensation plans.

         4.    Company shall pay employee an automobile expense allowance of
               $1,000.00 (one thousand) per month, and reasonable costs for
               employees mobile telephone and a fax line at his personal
               residence.

         5.    Company shall pay up to' $1,500 per calendar year toward the cost
               of continuing professional education 



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               courses for Employee, provided that same are relevant to
               Employee's duties hereunder. Expenditures of any amount exceeding
               an aggregate total of $1,500 during any one calendar year for
               continuing professional education for Employee shall be submitted
               to the Board for its prior approval.

F.    Termination: Severance Pay

         1.    Subject to the provision of subsection (4) below, this Agreement
               shall be terminated upon the happening of the first of any of the
               following events:

                  a.   Whenever the Company and the Employee mutually agree to 
                       terminate this Agreement; or

                  b.   Upon the death of the Employee; or

                  c.   At the latter of such time as Employee (i) has been
                       absent from work, disabled or otherwise impaired from
                       performing the Employee's duties hereunder on a full-time
                       basis for a continuous period of ten (10) weeks or a
                       total of eighteen (18) weeks in any consecutive twelve
                       (12) month period, or (ii) begins receiving disability
                       insurance benefits; or

                  d.   If the Employee violates any provision of this Agreement
                       and is given written notice of the same, and fails or
                       refuses to cure same within thirty (30) days after notice
                       thereof from the Company (cure may be effected by written
                       acknowledgment of such violation if it is not a
                       continuing course of conduct); or

                  e.   Employee's failure or refusal to comply with the accepted
                       professional policies and standards of the Company after
                       written notice thereof specifying the nature of such
                       failure or refusal; or

                  f.   Any behavior which is repeated or persistent following
                       written notice from the Company and which is egregious or
                       materially adverse to the normally harmonious and
                       productive conduct of the Company's Businesses; or

                  g.   At the Company's option, at any time for "cause", as
                       hereinafter defined.

         2.    For purposes of this Agreement, the term "cause" is defined to
               include: (a) the matters set forth in sections (1)(d) through
               (1)(g) above; or (b) a conviction of fraud or embezzlement; or
               (c) Employee becomes substantially dependent on alcohol or drugs.

         3.    Unless the Company determines, by unanimous vote of its Board of
               Directors (exclusive of Employee), that immediate termination of
               the Employee is necessary for protection of the Company's
               Businesses or property, the Company shall notify Employee in
               writing, by certified mail, at least thirty (30) days in advance
               of any proposed termination pursuant to subsection (1)(d) through
               (1)(f) of this Section F (which notice shall state the event for
               which Employee is proposed to be discussed in such detail as to
               permit a reasonable assessment by Employee of the bona fides
               thereof), and shall give Employee (a) such thirty (30) days to
               cure any breach or misconduct, if the same is capable of being
               cured within such period; or (b) such reasonable amount of time
               that the Board of Directors determines is required in order to
               cure said breach or misconduct.

         4.    In the event of termination of this Agreement for any reason
               Employee shall be entitled to termination/severance pay equal to
               six (6) months of full salary (based on the Employee's most
               recent monthly salary payment) (less any amounts due the Company
               from the Employee). Upon receipt by Employee of such
               termination/severance pay, all of Employee's rights hereunder
               shall terminate.


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G.    Termination for Good Reason

         1.    Definitions: For purposes of this Section G the following will be
               applicable:

                  a.   Change in Control: (i) Acquisition by an individual,
                       business organization or related group of individuals and
                       business organizations of the beneficial ownership of 25%
                       or more of the Company's voting securities; or (ii)
                       election, at an annual election of a class of directors,
                       of persons who are not nominated by the Board and who
                       comprise more than one-half of the class so elected.

                  b.   Good Reason: (i) Without the Employee's express written
                       consent, the assignment to the Employee of any duties
                       inconsistent with the Employee's positions, duties,
                       responsibilities and status with the Company immediately
                       prior to a Change in Control, or a change in the
                       Employee's reporting responsibilities, titles or offices
                       as in effect immediately prior to a Change in Control, or
                       the Employee's removal from or any failure to re-elect
                       the Employee to any of such positions, except in
                       connection with the termination of the Employee's
                       employment in accordance with provisions of Section F
                       above, or by the Employee other than for Good Reason;
                       (ii) a reduction by the Company in the Employee's base
                       salary as in effect on the date hereof or as the same may
                       be increased from time to time; (iii) a failure by the
                       Company to continue any incentive compensation plans in
                       which the Employee is presently entitled to participate
                       (the "Incentive Plans") as the same may be modified from
                       time to time but substantially in the forms currently in
                       effect, or a failure by the Company to continue the
                       Employee as a participant in the Incentive Plans on at
                       least the same basis as Employee presently participates
                       in accordance with the Incentive Plans; (iv) without the
                       Employee's written consent, the Employee's reassignment
                       by the practicality dictates a change in the Employee's
                       residence, except for required travel on the Company's
                       business to an extent substantially consistent with the
                       Employee's present business travel obligations; (v) the
                       failure by the Company to continue in effect any benefit
                       or compensation, life insurance, health and accident, or
                       disability plan in which the Employee is participating at
                       the time of a Change in Control (or plans providing the
                       Employee with substantially similar benefits), the taking
                       of any action by the Company that would adversely affect
                       the Employee's participation in or materially reduce the
                       Employee's benefits pursuant to any such plans or deprive
                       the Employee at the time of the Change in Control, or the
                       failure of the Company to provide the Employee with a
                       number of paid vacation days to which the Employee is
                       then entitled in accordance with the Company's normal
                       vacation policy in effect on the date hereof; or (vi) any
                       purported termination of the Employee's employment that
                       is not effected in accordance with the provisions of
                       subsection F (3) above, which purported termination shall
                       not be effective for purposes of the Agreement.

                  c.   Person: Any individual, partnership, corporation, limited
                       liability company or other group or entity, including two
                       or more persons acting as a partnership, limited
                       partnership, syndicate, association or other group for
                       the purpose of the acquisition, possession or disposition
                       of stock.

                  d.   Effective Annual Compensation: The aggregate total of the
                       Employee's then current base salary amount and bonus
                       amount received by the Employee from the Company based on
                       services provided to the Company during the previous
                       fiscal year.

       2.     Severance Benefits for Termination For Good Reason: If the
              Employee, following a Change in Control, terminates the Employee's
              employment as the President and Chief Executive Officer of the
              Company for Good Reason prior to the end of this contract, the
              Employee will be entitled to severance pay in the aggregate amount
              of two (2) times the Employee's then current Effective Annual
              Compensation, to be payable in twelve (12) equal monthly
              installments with the first installment to be paid within thirty
              (30) days after the Employee's termination. The Employee will also
              be entitled to the continuation of all the Employee's employee
              benefits as of the date of the Change in Control from the
              Employee's termination through the end of the time period



<PAGE>   5

              prescribed in this section for the payment of severance pay. In
              the event that employment is terminated due to insolvency or
              bankruptcy severance benefit will be waived.

H.    Employee Cooperation: The Employee agrees to cooperate fully with the
      Company during as well as after the Employee's association with the
      Company has terminated in the investigation or defense of all claims
      and/or any audits or other reviews conducted by or on behalf of any
      third-party payer (including the Federal or state government) arising out
      of or relating to the Businesses during the Employee's association with
      the Company, and/or any proceedings connected with the collection of any
      fees relating thereto. The Employee agrees to complete, sign and furnish
      to the Company promptly and documentation required or requested by any
      third-party payer in connection with the examination, verification or
      review of any payment relating to any services rendered by the Employee
      during the Employee's association with the Company.

I.    Disclosure of Confidential Information; Patient Records: The Employee
      acknowledges that as a result of the Employee's association with the
      Company, the Employee will be making use of, acquiring and/or adding to
      confidential information of a special and unique nature and value,
      relating to such matters as the Company's confidential reports, lists of
      referring physicians, third-party and direct payor contracts, contracts
      with managed care plans, lists of patients and the fees paid by such
      patients, and other confidential matters. As material inducement to
      Company to enter into this Agreement, and to pay to the Employee the
      compensation referred to in Section D hereof, the Employee covenants and
      agrees that the Employee shall not, at any time during or following the
      term of this Agreement, directly or indirectly, divulge, disclose or make
      any use of, for any purpose whatsoever, any confidential information which
      has been obtained by or disclosed to the Employee as a result of or
      otherwise in connection with the Employee's provision of services
      hereunder. Such information of a confidential nature includes, but is not
      limited to, referral source information, medical records, scans, patient
      charts, patient ledgers, records of amount received from patients, patient
      lists, other financial records of the Company and of patients, any and all
      insurance. Medicare and other such records, and any other information of a
      private, internal or confidential nature pertaining to the Company's
      Businesses, functions or operations, including, without limitation, the
      nature of its contractual relationships. In accordance with the foregoing,
      the Employee further agrees that the Employee will at no time retain or
      remove from the premises of the Company records of any kind or description
      whatsoever for any purpose unconnected with the strict performance of the
      Employee's association with the Company for any reason, the Employee will
      promptly return to the Company all lists, books and records of or
      pertaining to the Company's patients and Businesses, and all other
      property belonging to the Company, in the Employee's custody, control or
      possession.

      In the event of a breach or threatened breach acted upon by the Employee
      of any of the provisions of this Section 1, the Company, in addition to
      and not in limitation of any other rights, remedies or damages available
      to the Company at law or in equity, shall be entitled to preliminary and
      permanent injunctive relief in order to prevent or to restrain any such
      breach by the Employee, or by the Employee's partners, agents,
      representatives, servants, employers, employees and/or any and all
      persons, directly or indirectly, acting for or with the Employee. The
      provisions of this Section I shall survive the termination of this
      Agreement.

J.    Covenants Against Competition:

           1.     The Employee acknowledges that the Employee's services to be
                  rendered hereunder are of a special and unusual character
                  which have a unique value to Company, the loss of which may
                  not adequately be compensated by damages in an action at law,
                  and

           2.     It is acknowledged by both parties to this Agreement that
                  Employee is engaged in (i) the ownership of health care
                  clinics, (ii) diagnostic facilities and (iii) in providing
                  management and consulting services to healthcare professionals
                  throughout the United States of America, which activities are
                  permitted to the extent they do not interfere with Employee's
                  duties hereunder. The companies that are exempt from this
                  covenant not to compete section are listed on Schedule A.
                  Employee will refrain from soliciting or attempting to solicit
                  to employ any employ of the Company of any of its
                  subsidiaries, or committing any act the primary purpose of
                  which is to induce any employee of the Company to leave the
                  Company's 


<PAGE>   6

                  employ, or significantly interfere with, disrupt or attempt to
                  disrupt any past, present or prospective relationship, 
                  contractual or otherwise, relating to the Company's business 
                  activities, between the Company and its customers and 
                  suppliers.

           3.     In view of the foregoing and of the confidential information
                  to be obtain by or disclosed to the Employee as hereinabove
                  set forth (including, without limitation, the confidential
                  referral source lists and information which are the
                  proprietary property of Company), and further as a material
                  inducement to the Company to enter into this Agreement and pay
                  to the Employee the compensation referred to in this
                  Agreement, the Employee covenants and agrees that, during the
                  term of this Agreement and for a period of two (2) years after
                  termination of this Agreement in accordance with the
                  provisions of Subsection G (2) including, but not limited to,
                  the expiration of this Agreement without renewal, neither the
                  Employee nor any person or entity, under the Employee's own
                  account or as agent, servant, partner, employee or shareholder
                  of any corporation, invest in (other than passive 'investments
                  of 5% or less in publicly traded entitles), manage or control
                  any individual or entity that is engaged in the trade or
                  business of providing medical chiropractic or physical
                  services, staffing or health care personnel or diagnostic
                  health care services in Dallas or Dallas County, Texas. or
                  within a ten (10) mile radius of any facility at which the
                  Company or any of its subsidiaries is then providing services.
                  Such covenant shall not be deems or constructed to prohibit
                  the Employee from simply treating, patients (as opposed to
                  being involved in management, ownership or consulting). This
                  section shall apply only to transactions and situations
                  arising or occurring after the date of this Agreement, and
                  shall not apply to passive investments in entities publicly
                  traded over a regulated securities exchange and does not apply
                  to those entities listed in Schedule A.

           4.     The Employee covenants and agrees that, if the Employee shall
                  violate any of the Employee's covenants or agreements provided
                  for pursuant to the foregoing subsections of this Section J,
                  the Company shall be entitled to an accounting and repayment
                  of all profits, compensation, commissions, remunerations or
                  benefits which the Employee directly or indirectly has
                  realized and/or may realize as a result of, growing out of or
                  in connection with any such violation.

           5.     The foregoing covenants by the Employee shall be construed as
                  an agreement independent of any claim or right of the Employee
                  hereunder. The existence or alleged existence of any claim or
                  cause of action by the Employee against the Company, whether
                  predicted on this employment relationship or otherwise, shall
                  in no event constitute a defense against or waiver of the
                  Company's right to enforce the foregoing covenants.

K.    Reasonableness of Restrictions

           1.     The Employee has carefully read and considered the provisions
                  of Sections I and J hereof and, having done so, agrees that
                  the restrictions and remedies set forth in such sections
                  (including, but not limited to, the time period of
                  restriction, the geographical area of restriction and the
                  damages and injunctive relief provisions therein) are fair and
                  reasonable and are reasonably required for the protection of
                  the interests of the Company.

           2.     In the event that, notwithstanding the foregoing, any of the
                  provisions of Section I or J shall be held to be invalid or
                  unenforceable, the remaining provisions thereof shall
                  nevertheless continue to be valid and enforceable as though
                  the invalid or unenforceable parts had not been included
                  therein. In the event that any provision of Section J hereof
                  relating to time period and/or area of restriction shall be
                  declared by a court of competent jurisdiction to exceed the
                  maximum time period or area such court deems reasonable and
                  enforceable, said time period and/or area of restriction shall
                  be deemed to become and thereafter be the maximum time period
                  and/or area which such court deems reasonable and enforceable.

L.    Notices: Any notice or document required or desired to be given to either
      party herein shall be in writing and shall be deemed given (a) when sent
      registered mail, return receipt requested and postage prepaid, addressed
      to the party at the address indicated below (or such other address as that
      party may hereafter designate); or (b) when delivered personally to that
      party at said address:


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      If to the Company:

         American HealthChoice, Inc.
         1300 W. Walnut Hill Lane
         Suite 275
         Irving, Texas 75038

      If to the Employee:

         Dr. J. W. Stucki
         575 Whispering Oaks
         Double Oak, Texas 75067

M.      Arbitration: Any claim, controversy or dispute with respect to this
        Agreement shall be promptly submitted to arbitration ("Arbitration") for
        determination. The Arbitration shall be binding upon the parties
        thereto, without a right by any party to a trial de novo in a court of
        competent jurisdiction, and shall be conducted under the auspices of the
        American Arbitration Association (herein referred to as "Association")
        with venue in Dallas County, Texas, and in accordance with its
        Commercial Arbitration Rules, however:

         1.    The party seeking Arbitration shall give written notice of a
               Demand to Arbitrate (herein referred to as "Demand") to the other
               party and to the Association; the Demand shall include (a) the
               issues to be determined, (b) a copy of this arbitration provision
               and c) the Association to designate three arbitrators;

         2.    Within ten (10) days after receipt of the Demand, the other party
               shall give (a) written notice (herein referred to as "Response")
               to the party that demanded arbitration and to the Association of
               any additional issues to be arbitrated. (b) its answer to the
               issues raised by the party that sent the Demand and c) its
               designation of a second arbitrator.

         3.    If a Response designating a second arbitrator is not received
               within the aforesaid ten day time, the Association shall
               designate the second arbitrator forthwith.

         4.    The two arbitrators as designated pursuant to the foregoing
               provisions shall then designate a third arbitrator within ten
               (10) days after the designation of the second arbitrator. If the
               two arbitrators cannot agree on the designation of the third
               arbitrator within the ten day time period allotted, the
               Association shall designate the third arbitrator forthwith.

         5.    The arbitration panel as thus designated shall proceed with the
               Arbitration by giving written notice to all parties of its
               proceedings and hearings in accordance with the Association's
               applicable procedures. The Arbitration shall be conducted in
               accordance with the Commercial Arbitration Rules of the
               Association except as modified by this Agreement. The arbitrators
               shall follow and apply the substantive laws of the State of
               Texas, and, at all hearings where evidence is taken, they shall
               follow and apply the rules of evidence as then in effect in the
               State of Texas. The cost of the Arbitration shall be borne and
               paid equally between the parties thereto, but that cost, along
               with all other costs and expenses, including attorneys' fees,
               shall be subject to award, in whole or in part by the arbitrators
               in their discretion to the prevailing party on the various issues
               arbitrated.

         6.    Upon written demand on any party to the Arbitration for the
               production of documents reasonably related to the issues being
               arbitrated, the party upon which such demand is made shall
               forthwith produce, or make available for inspection and copying,
               such documents without the necessity of any action by the
               arbitrators.

         7.    The arbitrators shall have the power to grant any and all relief
               and remedies, whether at law or in equity, that 



<PAGE>   8

               the courts in the State of Texas may grant. The decision of the
               arbitrators shall be final and may be enforced by any court
               having jurisdiction. The parties to this Agreement expressly
               consent to the jurisdiction of the Association in Dallas Texas.

M.      Miscellaneous

         1.    Further Assurances: At any time, and from time to time, each
               party will execute such additional instruments and take such
               action as may be reasonably requested by the other party to carry
               out the intent and purposes of this Agreement.
         2.    Costs' and Expenses: Each party hereto agrees to pay its own
               costs and expenses incurred in negotiating this Agreement and
               consummating the transactions described herein.

         3.    Time: Time is of the essence.

         4.    Entire Agreement: This Agreement constitutes the entire agreement
               between the parties hereto with respect to the subject matter
               hereof. It supersedes all prior negotiations, letters and
               understandings relating to the subject matter hereof.

         5.    Amendment: This Agreement may not be amended, supplemented or
               modified in whole or in part except by an instrument in writing
               signed by the party or parties against whom enforcement of any
               such amendment, supplement or modification is sought.

         6.    Assignment: This Agreement may not be assigned to any party
               hereto without prior written consent of the other party.

         7.    Choice of Law Venue, Jurisdiction: This Agreement will be
               interpreted, construed and enforced in accordance with the laws
               of the State of Texas. Both parties agree that venue is Dallas,
               Texas. Both parties agree to submit to jurisdiction in Texas.

         8.    Headings: The section and subsection headings in this Agreement
               are inserted for convenience only and shall not affect in any way
               the meaning or interpretation of this Agreement.

         9.    Pronouns: All pronouns and any variations thereof shall be deemed
               to refer to the masculine, feminine, neuter, singular or plural
               as the context may require.

         10.   Number and Gender: Words used in this Agreement, regardless of
               the number and gender specifically used, shall be deemed and
               construed to include any other number, singular or plural, and
               any other gender, masculine, feminine or neuter, as the context
               indicates is appropriate.

         11.   Construction: The parties hereto participated in the preparation
               of this Agreement; therefore, this Agreement shall be construed
               neither against nor in favor of any of the parties hereto, but
               rather in accordance with the fair meaning thereof.

         12.   Effect of Waiver: The failure of any party at any time or times
               to require performance of any provision of this Agreement will in
               no manner affect the right to enforce the same. The waiver by any
               party of any breach of any provision of this Agreement will not
               be construed to be a waiver by any such party of any succeeding
               breach of that provision or a waiver by such party of any breach
               of any other provision.

         13.   Severabilily: The invalidity, illegality or unenforceability of
               any provision or provisions of this Agreement will not affect any
               other provision of this Agreement, which will remain in full
               force and effect, nor will the invalidity, illegality or
               unenforceability of a portion of any provision of this Agreement
               affect the balance of such provision. In the event that any one
               or more of the provisions contained in this Agreement or any
               portion 



<PAGE>   9

               thereof shall for any reason be held to be invalid, illegal or
               unenforceable in any respect, this Agreement shall be reformed,
               construed and enforced as if such invalid, illegal or
               unenforceable provision had never been contained herein.

         14.   Enforcement: Should it become necessary for any party to
               institute legal action to enforce the terms and conditions of
               this Agreement, the successful party will be awarded reasonable
               attorneys' fees at all trial and appellate levels, expenses and
               costs.

         15.   Binding Nature: This Agreement will be binding upon and will
               inure to the benefit of any successor successors of the parties
               hereto.

         16.   No Third-Party Beneficiaries: No person shall be deemed to
               possess any third-party beneficiary right pursuant to this
               agreement. It is the intent of the parties hereto that no direct
               benefit to any third-party is intended or implied by the
               execution of this Agreement.

         17.   Counterparts: This Agreement maybe executed in one or more
               counterparts, each of which will be deemed an original and all of
               which together will constitute one and the same instrument.

         18.   Representation: The Company by its Board of Directors
               specifically requested Jay R. Stucki to finalize the terms of
               this agreement and both parties indemnify and hold harmless Jay
               R. Stucki for any claims or disputes that arise under this
               Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

                                    EMPLOYEE:

                                    /s/ Dr. J.W. Stucki
                                    ------------------------------
                                    Dr. J.W. Stucki


                                    COMPANY:


                                    /s/ Jay R. Stucki
                                    ------------------------------
                                    Jay R. Stucki, CFO

                                    /s/ Mandel Sherman
                                    ------------------------------
                                    Mandel Sherman, Director

                                    /s/ Robert DePalo
                                    ------------------------------
                                    Robert DePalo, Director